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Tech Mahindra Ltd.

BSE: 532755 Sector: IT
NSE: TECHM ISIN Code: INE669C01036
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OPEN 841.00
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VOLUME 40857
52-Week high 846.00
52-Week low 607.90
P/E 19.42
Mkt Cap.(Rs cr) 80,095
Buy Price 827.00
Buy Qty 1.00
Sell Price 829.55
Sell Qty 9.00
OPEN 841.00
CLOSE 840.95
VOLUME 40857
52-Week high 846.00
52-Week low 607.90
P/E 19.42
Mkt Cap.(Rs cr) 80,095
Buy Price 827.00
Buy Qty 1.00
Sell Price 829.55
Sell Qty 9.00

Tech Mahindra Ltd. (TECHM) - Auditors Report

Company auditors report

To the Members of Tech Mahindra Limited

Report on the Audit of the Standalone Financial Statements Opinion

We have audited the standalone financial statements of Tech MahindraLimited ("the Company") which comprise the standalone balance sheet as at 31March 2019 and the standalone statement of profit and loss (including other comprehensiveincome) standalone statement of changes in equity and standalone statement of cash flowsfor the year then ended and notes to the standalone financial statements including asummary of the significant accounting policies and other explanatory information.

In our opinion and to the best of our information and according to theexplanations given to us the aforesaid standalone financial statements give theinformation required by the Companies Act 2013 ("Act") in the manner sorequired and give a true and fair view in conformity with the accounting principlesgenerally accepted in India of the state of affairs of the Company as at 31 March 2019and profit and other comprehensive income changes in equity and its cash flows for theyear ended on that date.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing(SAs) specified under section 143(10) of the Act. Our responsibilities under those SAs arefurther described in the Auditor's Responsibilities for the Audit of the StandaloneFinancial Statements section of our report. We are independent of the Company inaccordance with the Code of Ethics issued by the Institute of Chartered Accountants ofIndia together with the ethical requirements that are relevant to our audit of thestandalone financial statements under the provisions of the Act and the Rules thereunderand we have fulfilled our other ethical responsibilities in accordance with theserequirements and the Code of Ethics. We believe that the audit evidence we have obtainedis sufficient and appropriate to provide a basis for our opinion.

Emphasis of matter

We draw attention to note 35 (B) of the standalone financialstatements which describes in detail certain matters relating to erstwhile SatyamComputer Services Limited ("erstwhile Satyam") amalgamated with the Companywith effect from 1 April 2011. The Company's management on the basis of current legalstatus and external legal opinion has concluded that claims made by 37 companies in theCity Civil Court for alleged advances amounting to ` 12304 million to erstwhile Satyamand presented separately under ‘Suspense account (net)' will not sustain on ultimateresolution by the Court as explained in the aforesaid note.

Our opinion is not modified in respect of this matter.

Key Audit Matters

Key audit matters are those matters that in our professional judgmentwere of most significance in our audit of the standalone financial statements of thecurrent period. These matters were addressed in the context of our audit of the standalonefinancial statements as a whole and in forming our opinion thereon and we do not providea separate opinion on these matters.

The key audit matter How the matter was addressed in our audit
Revenue recognition – Fixed price development contracts Our audit procedures included:
The Company engages in fixed price development contracts wherein revenue is recognized using the percentage of completion method based on management's estimate of contract efforts. These contracts may also involve recognizing onerous obligations that require critical estimates to be made by the management. Obtained an understanding of the systems processes and controls implemented by the Company for calculating and recording revenue and the associated contract assets and liabilities.
Evaluated the design and operating effectiveness of internal controls relating to recording of the contract value efforts incurred and process around estimation of efforts required to complete the performance obligations.
On selected sample of contracts tested revenue recognition and our procedures included:
The key audit matter How the matter was addressed in our audit
Further the new revenue standard – Ind AS 115 "Revenue from contracts with customers" which became applicable from 1 April 2018 establishes a comprehensive framework for recognition of revenue and involves making judgements and estimates which affect the accounting for such contracts. - evaluating the identification of performance obligations;
- considering the terms of the contracts to determine the transaction price; and
- testing Company's calculation of efforts incurred estimation of contract efforts including estimation of onerous obligation through a retrospective review of efforts incurred with estimated efforts.
(Refer notes 2.3 (i) 2.8 and 44 to the standalone financial statements) Tested aged contract assets to assess possible delays in achieving milestones which may require a change in estimated efforts to complete the remaining performance obligations.
Performed analytical procedures over revenue and receivables.
Evaluation of uncertain tax position: Our audit procedures included:
The Company operates in multiple global jurisdictions which require it to estimate its income tax liabilities according to the tax laws of the respective tax jurisdiction. Further there are matters of interpretation in terms of application of tax laws and rules to determine current tax provision and deferred taxes. Obtained an understanding of the key uncertain tax positions.
Obtained a list of updates to tax assessments and tax litigations during the year including management's assessment of the impact of these updates on the uncertain tax positions and assessment of possible outcomes. As a part of this procedure we also considered external legal opinions and consultations made by the Company for key uncertain tax positions.
The Company's tax positions are challenged by the tax authorities on a range of tax matters including corporate tax and transfer pricing. The Company has uncertain tax positions including erstwhile Satyam tax litigations. Involved our tax experts to test the current tax provisions inspect key correspondence and considered legal precedence and other tax rulings in evaluating the management's assessment of uncertain tax positions.
This requires the management to make significant judgements to determine the possible outcome of uncertain tax positions and consequently has an impact on related accounting and disclosures in the financial statements. Refer notes 2.3 (ii) 2.12 and 30.4 to the standalone financial statements. Assessed Company's estimates of the possible outcome of the disputed cases including erstwhile Satyam tax litigations.
Evaluated the key assumptions in estimating current tax provisions and deferred taxes.

Information other than the Standalone Financial Statements andAuditors' Report Thereon ("Other Information")

The Company's management and Board of Directors are responsible for theother information. The other information comprises the information included in theCompany's annual report but does not include the standalone financial statements and ourauditors' report thereon.

Our opinion on the standalone financial statements does not cover theother information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the standalone financial statementsour responsibility is to read the other information and in doing so consider whether theother information is materially inconsistent with the standalone financial statements orour knowledge obtained in the audit or otherwise appears to be materially misstated. Ifbased on the work we have performed we conclude that there is a material misstatement ofthis other information we are required to report that fact. We have nothing to report inthis regard.

Management's Responsibility for the Standalone Financial Statements

The Company's management and Board of Directors are responsible for thematters stated in section 134(5) of the Act with respect to the preparation of thesestandalone financial statements that give a true and fair view of the state of affairsprofit/loss and other comprehensive income changes in equity and cash flows of theCompany in accordance with the accounting principles generally accepted in Indiaincluding the Indian Accounting Standards (Ind AS) specified under section 133 of the Act.This responsibility also includes maintenance of adequate accounting records in accordancewith the provisions of the Act for safeguarding of the assets of the Company and forpreventing and detecting frauds and other irregularities; selection and application ofappropriate accounting policies; making judgments and estimates that are reasonable andprudent; and design implementation and maintenance of adequate internal financialcontrols that were operating effectively for ensuring the accuracy and completeness of theaccounting records relevant to the preparation and presentation of the standalonefinancial statements that give a true and fair view and are free from materialmisstatement whether due to fraud or error.

In preparing the standalone financial statements management and Boardof Directors are responsible for assessing the Company's ability to continue as a goingconcern disclosing as applicable matters related to going concern and using the goingconcern basis of accounting unless management either intends to liquidate the Company orto cease operations or has no realistic alternative but to do so.

The Board of Directors is also responsible for overseeing the Company'sfinancial reporting process.

Auditor's Responsibilities for the Audit of the Standalone FinancialStatements

Our objectives are to obtain reasonable assurance about whether thestandalone financial statements as a whole are free from material misstatement whetherdue to fraud or error and to issue an auditors' report that includes our opinion.Reasonable assurance is a high level of assurance but is not a guarantee that an auditconducted in accordance with SAs will always detect a material misstatement when itexists. Misstatements can arise from fraud or error and are considered material ifindividually or in the aggregate they could reasonably be expected to influence theeconomic decisions of users taken on the basis of these standalone financial statements.

As part of an audit in accordance with SAs we exercise professionaljudgment and maintain professional skepticism throughout the audit. We also:

Identify and assess the risks of material misstatement of thestandalone financial statements whether due to fraud or error design and perform auditprocedures responsive to those risks and obtain audit evidence that is sufficient andappropriate to provide a basis for our opinion. The risk of not detecting a materialmisstatement resulting from fraud is higher than for one resulting from error as fraudmay involve collusion forgery intentional omissions misrepresentations or the overrideof internal control.

Obtain an understanding of internal control relevant to the audit inorder to design audit procedures that are appropriate in the circumstances. Under section143(3)(i) of the Act we are also responsible for expressing our opinion on whether theCompany has adequate internal financial controls with reference to financial statements inplace and the operating effectiveness of such controls.

Evaluate the appropriateness of accounting policies used and thereasonableness of accounting estimates and related disclosures made by management.

Conclude on the appropriateness of management's use of the goingconcern basis of accounting and based on the audit evidence obtained whether a materialuncertainty exists related to events or conditions that may cast significant doubt on theCompany's ability to continue as a going concern. If we conclude that a materialuncertainty exists we are required to draw attention in our auditor's report to therelated disclosures in the standalone financial statements or if such disclosures areinadequate to modify our opinion. Our conclusions are based on the audit evidenceobtained up to the date of our auditor's report. However future events or conditions maycause the Company to cease to continue as a going concern.

Evaluate the overall presentation structure and content of thestandalone financial statements including the disclosures and whether the standalonefinancial statements represent the underlying transactions and events in a manner thatachieves fair presentation.

We communicate with those charged with governance regarding amongother matters the planned scope and timing of the audit and significant audit findingsincluding any significant deficiencies in internal control that we identify during ouraudit.

We also provide those charged with governance with a statement that wehave complied with relevant ethical requirements regarding independence and tocommunicate with them all relationships and other matters that may reasonably be thoughtto bear on our independence and where applicable related safeguards.

From the matters communicated with those charged with governance wedetermine those matters that were of most significance in the audit of the standalonefinancial statements of the current period and are therefore the key audit matters. Wedescribe these matters in our auditors' report unless law or regulation precludes publicdisclosure about the matter or when in extremely rare circumstances we determine that amatter should not be communicated in our report because the adverse consequences of doingso would reasonably be expected to outweigh the public interest benefits of suchcommunication.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditors' Report) Order 2016("the Order") issued by the Central Government in terms of section 143 (11) ofthe Act we give in the "Annexure A" a statement on the matters specified inparagraphs 3 and 4 of the Order to the extent applicable.

(A) As required by section 143(3) of the Act we report that:

a) We have sought and obtained all the information and explanationswhich to the best of our knowledge and belief were necessary for the purposes of ouraudit.

b) In our opinion proper books of account as required by law have beenkept by the Company so far as it appears from our examination of those books.

c) The standalone balance sheet the standalone statement of profit andloss (including other comprehensive income) the standalone statement of changes in equityand the standalone statement of cash flows dealt with by this Report are in agreement withthe books of account.

d) In our opinion the aforesaid standalone financial statements complywith the Ind AS specified under section 133 of the Act.

e) On the basis of the written representations received from thedirectors as on 31 March 2019 taken on record by the Board of Directors none of thedirectors is disqualified as on 31 March 2019 from being appointed as a director in termsof section 164(2) of the Act.

f) With respect to the adequacy of the internal financial controls withreference to financial statements of the Company and the operating effectiveness of suchcontrols refer to our separate Report in "Annexure B".

(B) With respect to the other matters to be included in the Auditor'sReport in accordance with Rule 11 of the Companies (Audit and Auditors) Rules 2014 inour opinion and to the best of our information and according to the explanations given tous:

i. The Company has disclosed the impact of pending litigations as at 31March 2019 on its financial position in its standalone financial statements - Refer Note30 to the standalone financial statements;

ii. The Company has made provision as required under the applicablelaw or accounting standards for material foreseeable losses if any on long-termcontracts including derivative contracts - Refer Note 24 to the standalone financialstatements; and

iii. There has been no delay in transferring amounts required to betransferred to the Investor Education and Protection Fund by the Company.

(C) With respect to the matter to be included in the Auditor's Reportunder section 197(16):

In our opinion and according to the information and explanations givento us the remuneration paid by the Company to its directors during the current year is inaccordance with the provisions of section 197 of the Act. The remuneration paid to anydirector is not in excess of the limit laid down under section 197 of the Act. TheMinistry of Corporate Affairs has not prescribed other details under section 197(16) whichare required to be commented upon by us.

For B S R & Co. LLP

Chartered Accountants

Firm's registration No: 101248W/W-100022

Jamil Khatri

Partner

Membership No. 102527

Place: Mumbai

Date: 21 May 2019

ANNEXURE A TO THE INDEPENDENT AUDITORS' REPORT – 31 MARCH 2019

With reference to the Annexure referred to in paragraph 1 in"Report on Other Legal and Regulatory Requirements" of the Independent Auditors'Report to the Members of the Company on the standalone financial statements for the yearended 31 March 2019 we report that:

(i) (a) The Company has maintained proper records showing fullparticulars including quantitative details and situation of fixed assets.

(b) The Company has a regular program of physical verification of itsfixed assets by which its fixed assets are verified in a phased manner over a period ofthree years. In our opinion this periodicity of physical verification is reasonablehaving regard to the size of the Company and the nature of its assets. In accordance withthis program certain fixed assets were verified during the year and no materialdiscrepancies were noticed on such verification.

(c) According to the information and explanations given to us and onthe basis of our examination of the records of the Company title deeds of immovableproperties/lease agreements in respect of immovable properties taken on lease are held inthe name of the Company except for the following:

Particulars of immoveable property

Gross Block at 31 March 2019

Net Block at 31 March 2019

Remarks

(INR Million)

( INR Million)

Freehold land located at Bahadurpally Survey No. 62/1A Qutubullapur Mandal Bahadurpally Village District- Ranga Reddy Hyderabad – 500043 measuring 581711 square meters

190

190

TOP>As per the information and explanations provided to us after payment of the stamp duty to the Registrar of the State of Andhra Pradesh the state split into Andhra Pradesh and Telangana due to which the jurisdiction of the registration office has changed. The final demand has not crystallized and the Andhra Pradesh High Court order is not adjudicated.
Leasehold Land located at Survey no. 1(P) 3(P) 8(P) 40(P) 7l(P) 109 152(P) MIHAN SEZ Area Nagpur - 441108 admeasuring 518241 square meters Leasehold land located at Plot No. S - 1 Maitree Vihar Road Chandrasekharpur Bhubaneswar-751023 admeasuring 55600 square meters

470

429

As per the information given to us the Company has not yet received the adjudication certificate. Mutation proceedings will be initiated after the adjudication certificate is received from the authority.

5

4

As per the information given to us the General Administration Department of Government of Odisha has not yet issued the letter communicating the transfer fees to be paid by the Company. On such payment the property will be registered in the revenue records.

(ii) The Company is a service company primarily engaged in providinginformation technology and related services. Accordingly it does not hold any physicalinventories. Thus paragraph 3 (ii) of the Order is not applicable.

(iii) According to the information and explanations given to us theCompany has not granted any loans secured or unsecured to companies firms LimitedLiability Partnerships or other parties covered in the register maintained under section189 of the Act. Accordingly paragraph 3 (iii) (a) (b) and (c) of the Order is notapplicable to the Company.

(iv) In our opinion and according to the information and explanationsgiven to us based on a legal opinion obtained by management the Company has compliedwith the provisions of sections 185 and 186 of the Companies Act 2013 in respect of loansinvestments guarantees and security.

(v) As per the information and explanations given to us the Companyhas not accepted any deposits from the public in accordance with the provisions ofsections 73 to 76 of the Act and the rules made thereunder. Accordingly the provisions ofparagraph 3(v) of the Order are not applicable to the Company.

(vi) The Central Government has not prescribed the maintenance of costrecords under section 148 of the Act for any of the services rendered by the Company.Accordingly paragraph 3(vi) of the order is not applicable.

(vii) (a) According to the information and explanations given to us andon the basis of our examination of the records of the Company amounts deducted/ accruedin the books of account in respect of undisputed statutory dues including Provident FundEmployees' State Insurance Income Tax Duty of Customs Cess Goods and Services Tax andother material statutory dues have generally been regularly deposited during the year bythe Company with the appropriate authorities. According to the information andexplanations given to us no undisputed amounts payable in respect of Provident FundEmployees' State Insurance Income Tax Duty of Customs Cess Goods and Services Tax andother material statutory dues were in arrears as at 31 March 2019 for a period of morethan six months from the date they became payable.

(b) According to the information and explanations given to us thereare no dues of Income Tax Service Tax Sales Tax Value Added Tax Duty of Customs andGoods and Services Tax which have not been deposited by the Company on account of anydisputes except for the following:

Name of the Statute Nature of Dues

Gross amount ` million*

Amount paid under protest ` million

Period to which the amount relates Forum where the dispute is pending
Income Tax Act 1961 Income Tax

40

-

2004-2005 Supreme Court
Income Tax Act 1961 Income Tax

5970

-

2002-2003 to 2007-2008 High Court **
Income Tax Act 1961 Income Tax

2967

-

2003-2004 to 2011-2012 Income Tax Appellate Tribunal
Income Tax Act 1961 Income Tax

61

-

2005-2006 to 2014-2015 Commissioner of Income Tax (Appeals)
Income Tax Act 1961 Income Tax

92

-

2002-2003 to 2010-2011 Assessing Officer #
Finance Act 1994 Service Tax

12

-

2003-2004 to 2006-07 Commissioner of Central Excise
Finance Act 1994 Service Tax

4952

170

2004-2005 to 2015-2016 Customs Excise & Service Tax Appellate Tribunal
Finance Act 1994 Service Tax

12977

224

2004-2005 to 2015-2016 Supreme Court
Andhra Pradesh VAT Act 2005/ Central Sales Tax Act 1956 Value Added Tax/ Sales Tax

232

83

2008-2009 to 2010-2011 High Court
Maharashtra Value Added Tax Act 2002 Value Added Tax

8

-

2008-2009 to 2013-2014 Joint Commissioner of Sales Tax (Appeals)
Central Sales Tax Act 1956 Central Sales Tax (Uttar Pradesh)

3

3

2008-2009 Additional Commissioner of Commercial Tax (Appeals)
Central Sales Tax Act 1956 Central Sales Tax (Gujarat)

12

7

2006-2007 to 2008-2009 Deputy Commissioner of Commercial Tax (Appeals)
Andhra Pradesh Value Added Tax Act 2005 Value Added Tax

1

1

2007-2008 2009- 2010 to 2010-2011 Sales Tax Appellate Tribunal
The Customs Act 1962 Custom Duty

1

1

1996-1997 Customs Excise & Service Tax Appellate Tribunal
Goods and Service tax 2017 Goods and service tax

21

16

July 2017 – December 2017 Assistant Commissioner
Sales and Use tax Act Sales and Use tax

947

-

2005 – 2009 New Jersey division of taxation
Business and Occupation tax Business and Occupation tax

124

-

2012 - 2017 Washington Division of Taxation
Ghana – Internal Revenue Act 2000 and Income Tax Act 2015 Income Tax / Withholding Tax

138

114

April 2013 to March 2015 Commissioner General
Tax Code – Gabon VAT and Income- tax

42

6 Jan 2013 to Dec 2015 Director General of Taxation
Tanzania Revenue Authority VAT / Income tax / Withholding tax

86

9 2013 and 2014 Regional Manager of Tanzania Revenue Authority
Saudi Arabia – General Authority Withholding tax

74

7 2007-2009 Manager at General Authority of Zakat and Tax
Uganda tax VAT and Withholding tax

104

- 2013 - 2018 Uganda Revenue Authority

* Income tax demands are after set-off against carry forward losses ofearlier years.

** The above excludes Income-tax Draft Notices of Demand amounting to `7952 Million and ` 9637 Million for financial years 2001-2002 and 2006-2007respectively issued by the Additional Commissioner of Income-tax under section 143(3)read with section 147 of the Income-tax Act 1961 against which the Company has filed itsobjections with the Dispute Resolution Panel which is pending disposal.

# The Company is not aware whether the Department has filed an appealagainst the same.

(viii) In our opinion and according to the information and explanationsgiven to us the Company did not have any outstanding dues to any bank government orfinancial institutions or any debenture holders during the year.

(ix) In our opinion and according to the information and explanationsgiven to us the Company has not raised any money by way of initial public offer orfurther public offer (including debt instruments) or term loans during the year.Accordingly paragraph 3(ix) of the Order is not applicable to the Company.

(x) According to the information and explanations given to us no fraudby the Company or no material fraud on the Company by its officers or employees has beennoticed or reported during the year.

'(xi) In our opinion and according to the information and explanationgiven to us and based on our examination of the records of the Company the Company haspaid/ provided managerial remuneration in accordance with requisite approvals mandated bythe provisions of section 197 read with Schedule V to the Act.

(xii) In our opinion and according to the information and explanationsgiven to us the Company is not a Nidhi Company.

(xiii) According to the information and explanations given to us andbased on our examination of the records of the Company all transactions with relatedparties are in compliance with sections 177 and 188 of the Act where applicable and thedetails of such transactions have been disclosed in the standalone financial statements asrequired by the applicable accounting standards.

(xiv) According to the information and explanations given to us andbased on our examination of the records of the Company the Company has not made anypreferential allotment or private placement of shares or fully or partially convertibledebentures during the year. Accordingly paragraph 3(xiv) of the Order is not applicableto the Company.

(xv) According to the information and explanations given to us andbased on our examination of the records of the Company the Company has not entered intoany non-cash transactions with directors or persons connected with them during the year.Accordingly paragraph 3(xv) of the Order is not applicable to the Company. (xvi) In ouropinion and according to the information and explanations given to us the Company is notrequired to be registered under section 45-IA of the Reserve Bank of India 1934.

For B S R & Co. LLP

Chartered Accountants

Firm's Registration No: 101248W/W-100022

Jamil Khatri

Partner

Membership No: 102527

Place: Mumbai

Date: 21 May 2019

ANNEXURE B TO THE INDEPENDENT AUDITORS' REPORT ON THE STANDALONEFINANCIAL STATEMENTS OF TECH MAHINDRA LIMITED FOR THE YEAR ENDED 31 MARCH 2019

Report on the internal financial controls with reference to theaforesaid standalone financial statements under Clause (i) of Sub-section 3 of section 143of the Companies Act 2013 (Referred to in paragraph 1 A(f) under ‘Report on OtherLegal and Regulatory Requirements' section of our report of even date) Opinion

We have audited the internal financial controls with reference tofinancial statements of Tech Mahindra Limited ("the Company") as of 31 March2019 in conjunction with our audit of the standalone financial statements of the Companyfor the year ended on that date.

In our opinion the Company has in all material respects adequateinternal financial controls with reference to financial statements and such internalfinancial controls were operating effectively as at 31 March 2019 based on the internalfinancial controls with reference to financial statements criteria established by theCompany considering the essential components of internal control stated in the GuidanceNote on Audit of Internal Financial Controls Over Financial Reporting issued by theInstitute of Chartered Accountants of India (the "Guidance Note").

Management's Responsibility for Internal Financial Controls

The Company's management and the Board of Directors are responsible forestablishing and maintaining internal financial controls based on the internal financialcontrols with reference to financial statements criteria established by the Companyconsidering the essential components of internal control stated in the Guidance Note.These responsibilities include the design implementation and maintenance of adequateinternal financial controls that were operating effectively for ensuring the orderly andefficient conduct of its business including adherence to company's policies thesafeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation ofreliable financial information as required under the Companies Act 2013 (hereinafterreferred to as "the Act").

Auditor's Responsibility

Our responsibility is to express an opinion on the Company's internalfinancial controls with reference to financial statements based on our audit. We conductedour audit in accordance with the Guidance Note and the Standards on Auditing prescribedunder section 143(10) of the Act to the extent applicable to an audit of internalfinancial controls with reference to financial statements. Those Standards and theGuidance Note require that we comply with ethical requirements and plan and perform theaudit to obtain reasonable assurance about whether adequate internal financial controlswith reference to financial statements were established and maintained and whether suchcontrols operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence aboutthe adequacy of the internal financial controls with reference to financial statements andtheir operating effectiveness. Our audit of internal financial controls with reference tofinancial statements included obtaining an understanding of such internal financialcontrols assessing the risk that a material weakness exists and testing and evaluatingthe design and operating effectiveness of internal control based on the assessed risk. Theprocedures selected depend on the auditors' judgement including the assessment of therisks of material misstatement of the standalone financial statements whether due tofraud or error.

We believe that the audit evidence we have obtained is sufficient andappropriate to provide a basis for our audit opinion on the Company's internal financialcontrols with reference to financial statements.

Meaning of Internal Financial controls with Reference to FinancialStatements

A company's internal financial controls with reference to financialstatements is a process designed to provide reasonable assurance regarding the reliabilityof financial reporting and the preparation of financial statements for external purposesin accordance with generally accepted accounting principles. A company's internalfinancial controls with reference to financial statements include those policies andprocedures that (1) pertain to the maintenance of records that in reasonable detailaccurately and fairly reflect the transactions and dispositions of the assets of thecompany; (2) provide reasonable assurance that transactions are recorded as necessary topermit preparation of financial statements in accordance with generally acceptedaccounting principles and that receipts and expenditures of the company are being madeonly in accordance with authorisations of management and directors of the company; and (3)provide reasonable assurance regarding prevention or timely detection of unauthorisedacquisition use or disposition of the company's assets that could have a material effecton the financial statements.

Inherent Limitations of Internal Financial controls with Reference toFinancial Statements

Because of the inherent limitations of internal financial controls withreference to financial statements including the possibility of collusion or impropermanagement override of controls material misstatements due to error or fraud may occurand not be detected. Also projections of any evaluation of the internal financialcontrols with reference to financial statements to future periods are subject to the riskthat the internal financial controls with reference to financial statements may becomeinadequate because of changes in conditions or that the degree of compliance with thepolicies or procedures may deteriorate.

For B S R & Co. LLP

Chartered Accountants

Firm's registration No: 101248W/W-100022

Jamil Khatri

Partner

Membership No. 102527

Place: Mumbai

Date: 21 May 2019